Amended And Restated Services And Management Agreement: Fill & Download for Free

In the US, there are three major independent power grids. One of them is basically for Texas.That is the Texas Interconnection Grid - ERCOTERCOT was formed in 1970, in the wake of a major blackout in the Northeast in November 1965, and it was tasked with managing grid reliability in accordance with national standards. The agency assumed additional responsibilities following electric deregulation in Texas a decade ago. The ERCOT grid remains beyond the jurisdiction of the Federal Energy Regulatory Commission, which succeeded the Federal Power Commission and regulates interstate electric transmission.Historically, the Texas grid's independence has been violated a few times. Once was during World War II, when special provisions were made to link Texas to other grids, according to Cudahy. Another episode occurred in 1976 after a Texas utility, for reasons relating to its own regulatory needs, deliberately flipped a switch and sent power to Oklahoma for a few hours. This event, known as the "Midnight Connection," set off a major legal battle that could have brought Texas under the jurisdiction of federal regulators, but it was ultimately resolved in favor of continued Texan independence.Even today, ERCOT is also not completely isolated from other grids — as was evident last week when the state imported some power from Mexico during the rolling blackouts. ERCOT has three ties to Mexico and — as an outcome of the "Midnight Connection" battle — it also has two ties to the eastern U.S. grid, though they do not trigger federal regulation for ERCOT. All can move power commercially as well as be used in emergencies, according to ERCOT spokeswoman Dottie Roark. A possible sixth interconnection project, in Rusk County, is being studied, and another ambitious proposal, called Tres Amigas, would link the three big U.S. grids together in New Mexico, though Texas' top utility regulator has shown little enthusiasm for participating.The Electric Reliability Council of Texas (ERCOT) manages the flow of electric power to 24 million Texas customers - representing about 90 percent of the state's electric load. As the independent system operator for the region, ERCOT schedules power on an electric grid that connects more than 43,000 miles of transmission lines and 550 generation units. ERCOT also performs financial settlement for the competitive wholesale bulk-power market and administers retail switching for 7 million premises in competitive choice areas. ERCOT is a membership-based 501(c)(4) nonprofit corporation, governed by a board of directors and subject to oversight by the Public Utility Commission of Texas and the Texas Legislature. ERCOT's members include consumers, cooperatives, generators, power marketers, retail electric providers, investor-owned electric utilities (transmission and distribution providers,) and municipal-owned electric utilities.The NPCC runs the Eastern Interconnection: Northeast Power Coordinating CouncilAbout NPCCNortheast Power Coordinating Council, Inc. (NPCC) is a 501(c) (6) not-for-profit corporation in the state of New York responsible for promoting and enhancing the reliability of the international, interconnected bulk power system in Northeastern North America. NPCC carries out its mission through (i) the development of regional reliability standards and compliance assessment and enforcement of continent-wide and regional reliability standards, coordination of system planning, design and operations, and assessment of reliability, (collectively, “regional entity activities”), and (ii) the establishment of regionally-specific criteria, and monitoring and enforcement of compliance with such criteria (collectively, “criteria services activities”). NPCC provides the functions and services for Northeastern North America of a cross-border regional entity through its regional entity division, as well as regionally-specific criteria services for Northeastern North America through its criteria services division.The NPCC geographic region includes the State of New York and the six New England states as well as the Canadian provinces of Ontario, Québec and the Maritime provinces of New Brunswick and Nova Scotia. Overall, NPCC covers an area of nearly 1.2 million square miles, populated by more than 55 million people. In total, from a net energy for load perspective, NPCC is approximately 45% U.S. and 55% Canadian. With regard to Canada, approximately 70% of Canadian net energy for load is within the NPCC Region.NPCC’s regional entity division operates under a delegation agreement with the North American Electric Reliability Corporation (NERC). This agreement recognizes that NPCC meets the qualifications for delegation of certain roles, responsibilities and authorities of a cross-border regional entity as defined by Section 215 of the Federal Power Act in the U.S. and through Canadian provincial regulatory and/or governmental Memoranda of Understanding (MOUs) or Agreements.NPCC’s Amended and Restated Bylaws provide for open, inclusive membership and fair and non-discriminatory governance with the corporation's activities directed by a balanced stakeholder Board of Directors.The Western Interconnection is run by the WECC. Western Electricity Coordinating CouncilWECC is governed by a nine-member Independent Board of Directors and the Chief Executive Officer. The nine Directors are independent of any Registered Entity in the Western Interconnection either by employment or affiliation. The WECC Board is elected by the WECC membership and the Directors are compensated for their time.WECC membership is open to any person or entity that has an interest in the reliable operation of the Bulk Electric System in the Western Interconnection. WECC membership is not a requirement for participation in the WECC Standards development process. WECC’s membership is divided into five member classes:Class 1 – Large Transmission OwnersClass 2 – Small Transmission OwnersClass 3 – Transmission Dependent Energy Service ProvidersClass 4 – End UsersClass 5 – Representatives of State and Provincial Governments

Not very. I had a policy that whenever my client leased a storefront to an LLC, I would review the articles of organization, operating agreement and authorizing resolution before sending the lease to my client for signing. (As is typical my client, being the landlord, would sign last.)One tenant had the good sense to use a lawyer to prepare their articles of organization but made the mistake of using an online service to prepare their operating agreement. That might’ve worked better if they had done at the other way although I would recommend using a lawyer for both.Unfortunately, the operating agreement contained a serious irreconcilable conflict with the articles of organization. The operating agreement stated that the LLC would be managed by one or more managers appointed by the members. The articles stated that management of the LLC was reserved to the members.Either the information portal for the online service never asked that question, or the members of the LLC did not realize the significance of the information. Certain parts of the articles that cannot be overridden by the operating agreement. That was one of them.As a result, I could not accept a lease that was signed by the managers, nor could I accept a lease that was signed by the members.As lawyer for the landlord, I could not give legal advice to the tenant. I could however explain why my client wouldn’t sign the lease so until the conflict in the LLC documents was resolved. I recommended that they seek advice legal from their original lawyer, or to another lawyer of their choice.They did go back to the original lawyer, who called me and we commiserated over his clients’ poor judgment in using the on-line service. I forget whether he prepared an amendment to the operating agreement or whether he prepared an amended and restated agreement, but either way the expense was more than if they had simply going to him in the first place for the operating agreement. (Or if they had formed the LLC using the online service, then taking the articles to him so that he could prepare an operating agreement that did not conflict.)And they ended up with a shorter rent-free build-out period because of the delay in signing.

“I’m setting up an LLC with my business partner and we were going to split ownership 50 50 but we have been told this is a bad idea in case we disagree and hit a deadlock. Is this true and if so how do we overcome it while maintaining equal ownership?”This is an interesting problem, and one that you really should address before it becomes a crisis.Take a look at two aspects of this problem. The first aspect is that the two of you will need to operate your LLC; the second aspect is that someone will need to run your business. This dichotomy is important to understand and to address. It’s the distinction between “Owner” and “Manager”. It’s possible to be an Owner (in this situation, it’s technically “Co-Owner”, but I’m going with “Owner” for simplicity) without being a “Manager”, and it’s possible to be a “Manager” without being an “Owner”. It’s also possible to be both.Let’s look first at operating the LLC as a company - regardless of what business it engages in.There are usually two kinds of LLCs, a “Manager-Managed” LLC and a “Member-Managed” LLC. This type needs to be specified when the Articles of Incorporation (“AI”) are drawn up and filed - and if you need to change to the other type of LLC, you will have to file “Restated and Amended Articles of Incorporation” with the Secretary of State, so that the state is aware of the change.“Manager-Managed” LLCs specify who the Managing Member is, either in the AI or in the Operating Agreement (“OA”) - it’s a little simpler to specify the Managing Member’s name in the OA, rather than in the AI, if you need to change the name of the Managing Member. If you specify the name of the Managing Member in the AI, it’s effectively permanent; to change the name of the Managing Member, you need to restate your AI with the State. If you specify the Managing Member’s name in the OA, you will need to include a reference in the AI to the effect of “The name of the person holding the office of Managing Member will be specified in the Operating Agreement” (then you need to be sure the OA actually does specify the name of the person holding that office). If this happens often, you may want to specify the name of the Managing Member in an attached part of the OA, so the attachment can be modified without restating or impacting the entire OA. You could call it a “List of Managing Members”, and use it to keep a historical record of who serves as Managing Member, and when, with the most recent name being the current Managing Member. There are, of course, other ways to handle it as well.A Manager-Managed LLC lets the Managing Member operate the company. They may be assisted by a Tax Matters Member, or other designated Members as needed. For an example, our LLC has, in the past, temporarily designated one Member to be the “Refinancing Member”, with specific duties required to refinance the mortgage on one of our properties. We wrote a contract between the LLC and the Member that provided this service for us, and specified that their contract fee was specifically not a “distribution” from the LLC. The Managing Member should be different than the LLC’s Registered Agent; the Registered Agent should know how to contact the Managing Member at all times, and vice versa.If you establish a Manager-Managed LLC, you can establish things so that only your Managing Member will have the authority to make the decisions regarding the operation of the LLC - that means there should be no conflict. There should also be an official method specified in your OA to remove and replace the Managing Member in the event they become incompetent or otherwise unable to carry out their duties (due to disability, etc.).If you establish a Member-Managed LLC, each Member will (unless specified otherwise in the OA) have the authority to obligate the LLC (such as with leases or other contracts, hiring, firing, purchases of real or corporate property, etc.). Doing so without conferring with your fellow Members is very rude (except possibly under emergency circumstances), and should be avoided - each Member should act as all Members want.So here is one of the potential gridlocks that you might face.If you each own 50% of the LLC and one person wants the do something, while the other person wants to not do it, you’ve got to figure out some way to break the stalemate. You might use a random (or seemingly-random) event (like Rock-Paper-Scissors, rolling a D20 or checking whether the last closing quote of the Dow was odd or even, etc.).As an alternative, you could appoint someone who has business judgement you trust to be your official Tie-Breaker. Assuming that each Member originally started with 500 units in the LLC, each member could award one unit to the “Tie-Breaking Member”. That means the ownership is arranged as 499 units, 499 units and 2 units. If it comes down to an official vote, the Tie-Breaking Member will have to cast with one side or the other, and the vote totals will end up being 501 units against 499 units, which creates a simple majority. The Tie-Breaking Member might or might not receive Distributions, based on their ownership of the two units (which is something that should be spelled out in the OA).The other aspect involves running the business.If either Member is able to Manage the Business, they probably should. If neither is capable of being Manager for the Business, they should hire a Business Manager and let them run the business - on a salary, possibly with profit sharing provisions. The employment contract should specify what responsibilities and authority are allowed the Manager and the Owners should only interfere with the Manager if the Manager exceeds the authority allowed to the Manager.That leaves the potential situation where the two Owners each act as Manager for the Business. In the event that managerial policies conflict, you’ll need some external input to resolve the stalemate. Again, it could be something apparently random or it could be a decision made by someone that you both trust to act in your best interest. You might be able to get an impartial opinion on the matter if you consult with someone in an organization like the “Service Corps Of Retired Executives” (score.org).One way or the other, the two of you will have to agree that however the stalemate gets broken, both sides will agree to abide by the resolution. It would be impossible if one side were to say “Ok, I’ll agree to the resolution” — and then not do it. That’s the kind of thing that kills business partnerships.